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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated May 5, 1999
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
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(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
2350 COHEN STREET
SAINT LAURENT, QUEBEC CANADA H4R 2N6
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X (commenced in calendar
----- ----- year 1998)
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of
1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
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(Registrant)
Date: May 5, 1999 By: /s/ David Moszkowski
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David Moszkowski
Senior Vice President and
Chief Financial Officer
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Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
PHOENIX INTERNATIONAL ACQUIRES
CHRYSALIS INTERNATIONAL
MONTREAL, MAY 3, 1999: Phoenix International announced today that the
acquisition of 100% of the equity of Chrysalis International was successfully
completed Friday, April 30, 1999.
Chrysalis is one of the world's leading CROs. It includes a world-scale
preclinical toxicology and pharmacology operation in Lyon, France, a genomics
services business in Princeton, New Jersey (DNX Transgenics), as well as
European Phase II-IV operations in Germany, Eastern Europe, Sweden, Israel
(which are complementary to Phoenix's Phase II-IV operations) and a preclinical
unit in Scranton, Pennsylvania. Chrysalis' unprofitable clinical research
operations in the USA, Switzerland and Dusseldorf, Germany, and its corporate
headquarters in Raritan, New Jersey, have been shut down. The acquisition is
expected to be neutral to Phoenix's earnings per share in the short term, and
accretive in the long term.
The acquisition was a stock for stock exchange, with Chrysalis shareholders
receiving 1,001,208 shares of Phoenix International valued at Can$12.3 million,
and will be treated as a purchase for accounting purposes. Net revenue from
continuing operations of Chrysalis for the year ended December 31, 1998 was
US$35 million, or Can$53 million. As a result of the transaction, Phoenix is
listed on the NASDAQ National Market System under the symbol "PHXI", and will
continue to trade on the Toronto and Montreal stock exchanges.
Dr. John Hooper, Phoenix's Chairman and CEO, commented:
"We are very pleased to welcome the Chrysalis team to Phoenix, and to
be able to provide our clients with full pre-clinical services, as well
as additional resources and expertise in global clinical trials. The
DNX Transgenics group will add specialized talents in the burgeoning
area of the use of genomics to develop new drugs, one of the most
exciting growth areas of the pharmaceutical industry.
"We believe this acquisition makes Phoenix one of only three truly full
service global CROs, with all of the major R&D services necessary to
take a drug from discovery through to registration for marketing. Our
business is now balanced among Phase II-IV clinical research, Phase I
clinical research, bioanalysis and other laboratory services, and
extensive preclinical and discovery support functions. Acquisition of
Chrysalis has given us the fourth pillar for our services platform,
which we expect will result in considerable synergistic growth. An
ancillary benefit of the transaction is that Phoenix common stock is
now listed to trade on NASDAQ, which we anticipate will make it easier
for US institutions and individuals to invest in our company."
Dr. Leif Modeweg, Chrysalis' Senior Vice President Worldwide and Director of
Operations, who was responsible for Chrysalis' worldwide preclinical toxicology
and pharmacology services and its European Phase II-IV services, commented:
"We are delighted to join forces with Phoenix International. Together
we can now offer comprehensive services to all segments of the
pharmaceutical and biotechnology industries. We are confident that the
complementary nature of our services, and the kindred vision and values
we share,
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will allow rapid integration and synergistic collaboration. In
Chrysalis, we have already completed the restructuring of our clinical
operations, and we believe our preclinical operations are poised for
growth."
Dr. Mark Swanson, Vice President, Transgenic Sciences, DNX Transgenics,
commented:
"DNX is very pleased to be joining the Phoenix organization. We are
attracted by Phoenix's science-driven management and innovative
position in the CRO industry. DNX already provides transgenic services
to over 30 clients. As a result of our acquisition by Phoenix, and the
opening later this year of a new facility in Princeton that will triple
our capacity, we believe we are well positioned to provide expanded
transgenic animal technologies and target-selection services to assist
current and new clients in their rapidly growing genomics efforts."
Drs. Modeweg and Swanson and other senior managers of the continuing Chrysalis
business units are expected to sign employment agreements with Phoenix
International.
Phoenix International was advised by Pennsylvania Merchant Group and Chrysalis
was advised by Vector Securities.
PHOENIX INTERNATIONAL IS A CONTRACT RESEARCH ORGANIZATION (CRO) PROVIDING A WIDE
SPECTRUM OF CLINICAL, ANALYTICAL, PRECLINICAL, DRUG DISCOVERY SUPPORT AND
ANCILLARY SERVICES TO THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES. SINCE
BEGINNING ITS OPERATIONS IN 1989, PHOENIX INTERNATIONAL HAS GROWN TO
APPROXIMATELY 2,400 EMPLOYEES, OF WHOM MORE THAN 210 HAVE DOCTORAL DEGREES AND
OVER 240 OTHERS HAVE MASTERS DEGREES.
This release contains "forward-looking" statements regarding future results and
events, including statements regarding expected future revenues, earnings and
growth rates and goals and operating plans of management. Phoenix's actual
future results may differ significantly from the results discussed in the
forward-looking statements contained in this release. Factors that may cause
such a difference include, but are not limited to: the inability of Phoenix to
win new business at the levels required; the cancellation or delay of contracts;
risks associated with the management of growth and the ability to attract and
retain employees; risks of integrating newly acquired businesses; competition;
failure to realize fully expected costs savings from the Chrysalis acquisition;
excess costs relating to the downsizing of Chrysalis; any claims for patent
infringement; unanticipated costs in connection with Year 2000 conversion; the
ability to obtain future financing; adverse regulatory developments; foreign
exchange rate fluctuations; and uncertainty surrounding the Euro.
FOR MORE INFORMATION, PLEASE CONTACT
DAVID MOSZKOWSKI, C.A.
Senior Vice President and Chief Financial Officer
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033 Fax: (514) 335-8351
E-mail: [email protected]
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